Nightmare sex night
by Lunerpet
Summary: Twilight and the gang goes to a haunted mansion to prove ghosts and ghouls aren't real only to find out things really do go bump in the night. will they make new friends or will they be trapped in the mansion forever?


The town of Ponyville was getting things ready for Nightmare Night, a holiday for fun and games as well as all the candy you can stomach. A night where any pony can be themselves and even other things by dressing up and enjoying it. Twilight Sparkle was getting some fake spider webs on the ceiling using her magic. This was one of her favorites holidays mainly because she could share it with all of her friends.

Well most of them, Fluttershy was always too scared of the night to even leave her bed. She accepted that Fluttershy just didn't like the holiday. But she honestly wished she could get over her fears and hangout with them today. Even just coming over to say hi would be enough for now. But Fluttershy had given up on the holiday even after she faced her fears, so she didn't really get over her fears at all.

Spike the dragon walked up to her looking at all the decorations. "Nice going Twilight, this is looking even better then last year"

"Thank you Spike, I really like them myself" Twilight smiled at him. "So what are you going to be this year?"

"I'm thinking of being a dog this year. Like the human world's me you know?" Spike said with a smile. "Maybe Rarity will let me sit on her lap~"

Twilight rolled her eyes at that. Spike would do anything to be with Rarity in anyway he could. But that was just something more she liked about him. "If you say so romeo"

"She will be mine some day! I just know it!" Spike said determined.

Twilight just giggled at this and walked on, she needed to pick her own outfit for the big day. She figured a witch or something. She went into her library and looked over her books. She always got some inspiration from her favorite books.

She moved a book off it's shelf revealing one of Pinkie Pie's eyes behind it. "Hey Twilight!"

Twilight jumped holding her chest. "Whoa! Pinkie Pie!?"

"Whacha doin?" Pinkie asked coming out from behind the shelf.

Twilight took a few seconds to recover from her scare and shook her head. "I'm trying to pick a costume for Nightmare night Pinkie"

"I'm going as a vampony myself!" Pinkie said happily. "You should be a zombie! Or maybe a ghost! How about a tentacle monster!?"

"Pfft. Zombie is so over done, ghosts aren't my thing and what's a tentacle monster?" Twilight said.

"It's those slimy tentacle beasts that have crazy limbs that rape mares!" Pinkie explained.

"Those are about as real as ghosts and zombies" Twilight rolled her eyes. What sort of monster is designed to rape mares?

"I don't know about Zombies, but ghosts are real! My sister Marble told me once!" Pinkie countered. "And tentacle monsters are just as real as ghosts!"

"I've studied all my life Pinkie, there is no such things as any of that stuff. Nothing proves that any of it is real, it's all just made up to scare ponies." Twilight explained.

"Says the girl who believed the story of Nightmare Moon when it was believed to be fake" Pinkie pointed out.

Twilight stopped and thought about it. She had a point, but she needed facts. She opened her book and right on the page she opened to was a picture of a large mansion. "Huh?"

She looked at the cover reading it out loud. "Haunted homes? This is a book on myths and legends"

"See? Even books agree with me!" Pinkie pointed out scared. "Ghosts are as real as we are!"

Twilight looked at Pinkie almost annoyed. "Right Pinkie"

She looked at the picture again and read it over. "This is interesting, look at this. There is a mansion that appears only around Nightmare Night, it says the people who died there can never rest"

"That's so scary!" Pinkie jumped.

"Hmmm, no way" Twilight shook her head. "Tell you what? We'll go see this house right now! I'll prove to you there is nothing there!"

"Wait, what!?" Pinkie stopped and looked at her as if she was stupid. "You can't be serious!"

"Pinkie, don't worry so much, we'll be fine. We can bring all the girls!" Twilight said happily walking out of her castle.

Pinkie shook her head. "Twilight don't go! Those places are creepy!"

"Yeah I'm sure a tentacle ghost will attack me Pinkie" Twilight said as Pinkie tried to hold her back. "Besides I thought you liked being scared on Nightmare Night"

"I do like to be scared, but even I won't mess with haunted homes!" Pinkie explained in a panic.

Twilight used her magic and lifted Pinkie up and carried her as she walked. "You'll be fine, it's just a house, homes don't attack ponies"

"It's not the house I'm scared of, it's what might be in it!" Pinkie said struggling in the air. "Can't we just stay in Ponyville?"

"Hey what are you girls doing?" Rainbow Dash asked flying up to them with Fluttershy who was shaking.

"We're going to a haunted mansion to prove that ghosts don't exist" Twilight explained to her friends.

"Hey that's what we're doing" Rainbow Dash smiled at this. "I found Fluttershy under her bed...again, so we're going to a creepy place to help get over her fear. Then we will work on her candy fear"

"It's just...so chewy..." Fluttershy barely managed to speak.

"Then how about we go together, I looked up in a book where a really haunted mansion is. It only appears on Nightmare night" Twilight explained. "How about it?"

"Sure! Sounds great!" Rainbow Dash said grabbing Fluttershy. "Let's go!"

"Aww!" Pinkie and Fluttershy said in unison as they got dragged along.

"So where is it?" Rainbow Dash asked as she flew alongside Twilight who was walking.

"It should be just a little out of town" Twilight said. "We'll see it when the sun starts to go down"

Rainbow Dash looked at the sky and noticed the sun was already near sundown. "Sweet!"

As they walked they saw Rarity and Applejack finishing up the last of the town's games for the night. "Is apple related games the only games you know?"

"What's wrong with apple games?" Applejack asked Rarity as she set up a bobbing for apples game.

"Nothing, but you do have a...lot of apples on your mind" Rarity said looking a bit worried.

"So I like apples" Applejack shrugged. "Who doesn't like good food?"

"There is liking good food and then there is going crazy over it Applejack, I just think you should have other things to eat, maybe some hay or fresh cherries?" Rarity pointed out.

Twilight waved to them as they came up. "Hey girls!"

"Oh Twilight darling, how are you?" Rarity asked forgetting about Applejack. "So what costume are you planning to wear?"

"I don't know yet actually" Twilight admitted. "Right now we're going to see a so called haunted house, want to come?"

"That sounds so much better then talking about apples" Rarity said happily dashing over to them.

"Aw, but we were just about to talk about the best kind of holiday apples" Applejack said and then walked over to them. "But sure let's go, I'm always up for a bit of fun"

"This isn't going to be fun, this is going to be a nightmare!" Fluttershy said shaking scared.

"That's the point silly" Rainbow Dash pointed out. "It's Nightmare night after all"

"Well she has you there darling" Rarity admitted. "And besides, having you with us makes it more fun"

"Not for me..." Fluttershy said quietly.

"What was that?" Rainbow Dash eyed her.

"Nothing" Fluttershy shook her head. "Sorry..."

"That's better" Rainbow Dash pushed her forward. "Let's have fun, that is if you can handle hanging with us?"

"It's not like I don't want to, I just don't like this one holiday" Fluttershy said.

"Well that doesn't give you the right to just ditch us." Rainbow Dash plainly said.

They walked for awhile before coming up to a large clearing. Twilight looked at it confused. "That's odd the book said it's around here"

"But it's not, there is nothing here" Rainbow Dash pointed out. "Are you sure your book isn't wrong?"

"My books are never wrong Rainbow Dash" Twilight said proudly.

"Yeah, just like how your book on the griffins were so accurate" Pinkie added.

"That...that wasn't my books fault, it was just outdated that's all" Twilight said embarrassed.

They saw the sun go down to it's last light and the field started to shine and sparkle. Twilight and the others were in awe as a building started to appear in a transparent form.

"Wooowww." Twilight took a hoof and stepped on the first step, as her hoof touched it the step became solid. "This is unreal, it must have some powerful magic around this entire field to hide this place"

"Or it's haunted and this is ghost magic!" Pinkie said hiding behind Applejack. "Ghosts are scary!"

Twilight walked up to the door and touched the door to test it, she believed her hoof would pass through it but it didn't. "This is strange magic. But if I could study it who knows what I can learn"

"Too bad it only comes out once a year then" Applejack said.

Rarity looked at the old ruined mansion and felt a little sick. "Ugh...they really need to keep better care of this place"

Twilight opened the door and walked inside, Applejack followed after her as well as Rainbow Dash who was pulling Fluttershy along.

"Hey wait up!" Spike shouted as he ran up. "Don't forget about me!"

He ran into the mansion as well and Pinkie gulped before going in. Pinkie looked around as she walked in and noticed she was alone. "Girls? Spike?"

Pinkie went for the front door but when she turned around she realized the door was gone. "Oh that's not good..."

The place was covered in a thick dust, the floor had cracks and holes here and there and there was stairs that were completely broken. Pinkie noticed a door to her left and stepped carefully over to it. She then opened the door and walked through.

This time she was in a room with a bunch of paintings, most of them were torn or burned but there was one of a mare that looked a little off. The mare was a blue unicorn with green hair and ruby colored eyes. On her flank was a heart with a bunch of stars in it. "She's pretty, I wonder who she is?"

Pinkie turned away from the painting and the mare on the painting blinked, Pinkie looked back for a second and didn't notice anything so she just walked away.

Pinkie felt like something was watching her, something not of their world. She had shivers with each step she took. "Why do I let Twilight talk me into these things?"

She found herself in another room that was old looking but there wasn't a lot of damage to it. The room was that of a mare's bedroom. Pinkie went over to the bed and noticed a picture on a bedside table, she picked up the frame and dusted it off.

The picture was of Pinkie and her friends. "That's..weird.."

Pinkie set the picture down and took a deep breath. "Who's bedroom is this?"

Then something dripped down and fell on the back of her neck. "Eep!"

Pinkie looked up and saw a ghostly tentacle come down and grab her wrapping around her and lifting her into the air. "Waaahhh! Let me go!"

Then a large eyeball came down from the ceiling, it had the same eye color as the mare's in the painting but then it started to speak in her mind. "Living flesh~"

"Oh no! Don't eat me! I like my living flesh!" Pinkie cried out as more tentacles came out from the ceiling and they coiled around her more. "Ahhhh!"

When she couldn't move two more tentacles came out and each one unsheathed a large cock from inside. Pinkie's eyes only grew in horror as the other tentacles tried to force her back legs apart, she tried to struggle and keep them closed but they were stronger then her and forced them apart leaving her pussy exposed.

Before Pinkie could scream the other tentacle cock thrust itself into her mouth. "Mmmm!"

The tentacle cock pushed it's way down her throat making her breathe out her nose. The cock was slimy and the goo made it easy for the cock to slide down. "Mmmm!"

The eyeball moaned as it fed Pinkie it's tentacle cock and the other one thrusts itself into her pussy. Pushing deep with it's slime, each thrust made Pinkie feel gross but at the same time good as well. "Mmmmm!"

The tentacles increased their speed as the one in her throat went all the way down to her stomach. The tentacle in her pussy was bulging her stomach already with how large it was compared to her body.

She couldn't move any part of her body as the tentacles pound into her, the eyeball's iris rolled up in bliss as the tentacles raped the pink mare. "Ahhhh! Yes~"

Pinkie choked on the tentacle in her stomach as it went back and forth in her, the tentacle in her pussy went as deep as it could go and passed the entrance to her womb, it felt like hours of this sexual abuse before the first tentacle reached orgasm and shot a steamy load of semen into her stomach hard with a unnatural amount of it's ghostly cum.

The second tentacle however wasn't nearly finished as it thrusts itself harder and faster into her. The tentacle in her stomach slowly pulled it's way out of her after filling her stomach, her stomach was now bloated slightly with it's cum. "Mmmmm!"

The tentacle left her throat and she drooled cum due to there being so much of it. She panted as best as she could before the shock of the other tentacle in her pussy really got to her. "Ahhhhh!"

The tentacle slammed into her womb over and over again at a fast pace. Pinkie moaned in pain and in delight at the same time, it felt good but also really rough. She did her best to hold her cries and the tentacle finally released it's climax into her womb.

The hot seed flowed into her womb all at once filling her womb in a few seconds, it was the hottest thing she had ever felt going in her body. It was strange to say the least but it was enough to make her reach her own orgasm making her squirt all over the tentacle in a blissful cry of pleasure.

The tentacle eye creature moaned as it placed her on the bed before vanishing like it was never there. Pinkie couldn't move as she was still in a dream like haze from all the pleasure. She knew she still needed to find her friends and get out of her but that could wait a little while longer while she recovered.

Meanwhile Applejack was wandering through a large kitchen. "How did I get here?"

The kitchen itself was rather large and she didn't know how long she was walking now. "This place is weird"

She finally saw a window and looked out of it but all there was was blackness, she shivered and walked away feeling uneasy. When she walked away a figure walked away from the window at the same time. Applejack walked for a bit and then saw a door, she went through it hoping her friends were close.

However she found herself in a garden now. She looked back and noticed the door was missing. "Well this can't be good"

She then heard a howl and turned to see a pretty big timber wolf coated in a ghostly blue. "Whoa!"

Applejack tried to run but there was nowhere to run as the large beast jumped down and cornered her. She tried to kick it but it smacked her onto the grass. "Oof!"

The large magical wolf then pinned her down and mounted her, Applejack knew where this was going and didn't want any part of it. "Get off me!"

The large wolf unsheathed a magical cock from it's crotch, it's powerful looking cock pulsed as it pushed it's length into her pussy. "No!"

It's cock went deep into her making her feel it's girth as it started to thrust at a good pace. Applejack cried out in pain as the wolf's cock distorted her stomach. "It's too big! Ahhhhh!"

The wolf didn't listen as it thrust fast and hard into her, Applejack bit her lower lip as the magical wooden penis hit her G spot over and over. The wolf howled in delight as it kept thrusting in her pussy. Then it grabbed her ponytail with it's mouth and pulled on it lifting her head so she would see what was happening to her. "Ahhhhh!"

The wooden cock pushed into her womb as it picked up it's speed. Her screams only making it want more. Applejack tried to kick him off but she couldn't overpower this monster, the beast didn't waste anytime plowing her pussy which seemed to by just as hungry for sex as the beast was. "Ahhhh! Oh Buck!"

Applejack tried to resist but her pussy was sucking in it's cock with greed. Her hips moved up so the beast would have an easier time thrusting into her. "Ahhhhhhh! This cock!"

The timber wolf thrusts as deep as it could and it's magical sap shot out of it's wooden cock filling her with it's stick tree like goo. Applejack cried out in bliss it filled her, her tongue was sticking out in bliss as the sap made her stomach grow.

The wolf panted as it pulled out of her pussy, however the wolf wasn't done as it thrusts it's cock into her tight rectum. This made Applejack yelp in surprise. "Ahhhh! Wrong hole!"

The wolf didn't care as it thrust deep into her butt using it's cum sap as a kind of lube to make it easier to thrust into her. Applejack couldn't think straight as the beast raped her, she felt closer and closer to her climax as the beast bucked her rectum hard and fast. "Ahhhhh! No more!"

It thrust as deep as it could go making her feel every inch, she tried to bury her face in the grass but the wolf pulled her head back with it's teeth still around her hair. The beast's cock pulsed as it pumped in her rectum.

She tried to resist even just a little but the pleasure was taking her fast, she had no idea a timber wolf's cock was so good. She moaned as the pleasure was almost at it's peak. She couldn't hold back any more as she hit orgasm and squirted her juices all over the ground. "Ahhhhh!~"

Her butt tightened around it's cock so hard that it couldn't help but let go of her hair and howl as it climaxed again but into her rectum this time. The stick sap flowed into her for what felt like at least five whole minutes.

When it was finished it pulled out and vanished along with the garden, she found herself in a bedroom and noticed Pinkie was laying on the bed with cum in her mouth and dripping out of her pussy. "Pinkie?"

Pinkie looked over and smiled at her. "I see you had some fun too huh?"

"I don't know about fun...but yeah" Applejack crawled onto the bed and laid next to her. "These are some horny ghosts..."

"Your telling me" Pinkie said still tired.

"Almost as bad as Rainbow Dash" Applejack laughed. "Ever since she grew that cock of hers"

They both shared a laugh at this.

Meanwhile with Rainbow Dash, she was flying though a hallway that seemed to to go on forever. "This isn't scary, it's just a hallway"

Rainbow Dash found a door making her stop and look it over. "A door? Like I'm going to fall for the spooky door that leads to another part of the mansion trick"

Rainbow Dash flew passed it and kept going, that was when the wood of the mansion was warped and twisted making it look like there was faces all over the place making Rainbow Dash slow down a little. "Okay...so creepy faces on the walls, floor and ceiling...that's a nice touch"

She then heard a moaning coming from behind her. "Huh?"

She saw something slowly walking towards her. Rainbow Dash dropped to the ground and glared. "Who's there?"

She noticed a rotted corpse of a mare stumbling towards her. "Uggghhhhh!"

"Is..is that...a zombie!?" Rainbow Dash backed up and hit against a wall. She looked back and noticed there was a wall where the was a hall before. "Where did that come from!?"

She realized the room had changed on her without her knowing it and the corpse reached out to her grabbing her. "Let go!"

She tried to get the walking corpse off her but she managed to push Rainbow on the ground. "I don't want to be eaten!"

The corpse was of a blue mare with green hair and ruby eyes. There was a big knife gash in her and she was wearing a torn dress, one of her eyes was missing and her horn was broken to the side. "Uuggghh!"

The corpse reached down with her hoof and lifted up her dress revealing her pussy to Rainbow Dash, it was strangely clean for a dead mare. Rainbow Dash gulped as the mare's hoof rubbed her crotch revealing Rainbow Dash's futa side, her cock stood up as the cold hoof felt it. "No! No! No! I am not going to be eaten or raped by a walking corpse!"

Rainbow Dash tried to push her off but she was heavier then she looked, the dead mare licked it's rotted lips as it forced itself down on her now hard cock, the cold dead pussy of the mare felt gross but strangely tight, Rainbow Dash didn't know what to think as the smell of the dead made her sick but the feeling of a pussy always excited her. "No! Ahhhhh!"

The corpse moved it's hips up and down now making Rainbow Dash groan, she could see the mare's insides as she was being ridden thanks to the large gash in her. Rainbow Dash wanted to throw up for two reasons. One was the fact a zombie was raping her, and two was the fact it actually felt kinda good.

Her cold pussy was still intact and her cock could feel the rim of her dead womb, Rainbow Dash tried to fight back the urge to enjoy this but it was feeling better by the second, each time she moved her hips the pleasure was harder to ignore. "Ahhhhh! Stop!"

"Uggghh~" The corpse moaned as she moved her hips faster and harder now. Rainbow Dash noticed the smell of the body was slowly going away, or she was getting used to it, she wasn't sure but the pleasure couldn't be ignored any longer.

Rainbow Dash wrapped her front legs around the corpse's waist as she forced Rainbow's cock to enter her womb. "Ahhhh!"

Rainbow Dash felt the need to buck her hard and fast now and her hips moved on their own thrusting with the dead mare's hips. "Ahhhhhhh!"

She couldn't hold back any longer as she hit her climax already and her hot seed filled the corpse's cold womb. She fell back panting as the dead mare slowly got off her rubbing her pussy now full of cum. She however wasn't done.

She moved back a little and got on her stomach leaving a mess of blood there as she took Rainbow's cock into her decayed mouth. Rainbow Dash gasped thinking this was it and she was going to eat her dick first. However she didn't bite her but sucked on her member. "Ooooh~"

Rainbow Dash was still unable to move thanks to her orgasm, she could see her cock through the corpse's missing cheek. It was cold but it felt rather good with it's saliva covering her cock. She moaned as the corpse didn't waste any time in sucking her fast and hard.

Rainbow Dash felt really good now, she didn't think something like this was even possible. She moaned as the dead mare sucked her faster, every second brought her closer and closer to another orgasm. "Ahhhh!"

Her hips raised themselves up as the corpse bobbed her head up and down sucking hard before she went all the way down to deep throat her cock, her cold throat felt amazing as it was coated in some sort of gel. "Ahhhhh! So good!"

Rainbow Dash couldn't hold it back as she unloaded yet another large amount of semen down her cold throat. She cried out in bliss as she was hit with a wave of pleasure, the corpse swallowed her seed and some of her cum dripped out of her chest gash.

Before Rainbow Dash could react the corpse vanished and all the blood was gone, she blinked and noticed she was in the bedroom with Applejack and Pinkie Pie. "Wha...huh?"

"They got you too huh?" Applejack asked.

"I...uh..." Rainbow Dash wasn't sure what to say so she just got on the bed with them. "Wow..."

Meanwhile with Fluttershy. She was in a dusty room with everything under some sort of sheet. "Girls?"

She looked around and called out to her friends but there was of course no answer. "Girls? Please say this is a prank..."

The room was mainly empty but then a window opened up and a breeze lifted a sheet over something that moved closer to her. Fluttershy turned and jumped at the moving sheet. "Ahh!"

She tried to run for it but then a ghostly glow grabbed her tail and forced her to stop, the sheet fell off the figure revealing there was nothing there. "A gha..gha...ghost!"

Fluttershy was grabbed by the hips of the invisible creature and she was thrown to the ground before something like a cock shoved it's way into her pussy. "Ahhhh!"

The ghost didn't waste any time as it thrust deep and hard into her pussy, she cried out in pain as it thrust fast and hard into her. She tried to get away from whatever was raping her but she couldn't really move. "Ahhhh! Stop it!"

The ghost thrust harder and faster into her making it a good pace, her pussy was wide open with something going in and out of her, she felt a cock shove it's way passed her G spot and something slap her butt. "Ahhhhh!"

Fluttershy managed to grab a table leg but the ghost lifted her up into the air and laid her on the table making it easier for it to buck her. "Ahhhhhhhh! No more!"

The ghost ignored her and slammed into her pussy at a faster pace. She tried to make it stop but there was nothing to push away, she moaned as the monster pumped in and out of her making a blissful groan.

She didn't know what to do as she felt it hit her womb, the ghost pumped even more as she kicked at nothing. "Ahhhhh!"

The ghost let out a yell as it exploded a ghostly goo into her womb hard. She panted as she tired to get away but the ghost grabbed her and turned her onto her stomach and thrust back into her pussy plowing her at a faster pace then before. "Ahhhhh! It's warm!"

She didn't even get a breather in before the ghost kept going on her, she bit her lip as the force felt good to her now, she denied that this was even real but she felt every inch of the ghost's cock. "Ahhhh!"

Fluttershy cried out feeling close to her own orgasm as the ghost hit her womb over and over again. She felt a hoof slap her butt as the ghost's cock pulsed inside her again. She was gushing now as the cock hit her for one final push and it came inside her once more.

Fluttershy couldn't help but squirt her juices hitting her orgasm at the same time. She let out a sigh of relief as she felt the ghost pull out of her. She sat up and realized it was gone but she felt the cum still in her. She was then teleported to the bedroom with the others.

"Huh?" Fluttershy looked at the girls and Rainbow Dash helped her on the large bed. "That was fast Fluttershy, so that leaves only Rarity and Twilight"

"It was so...strange..." Fluttershy admitted.

"Yeah" Pinkie nodded. "But it felt good at the same time right?"

Fluttershy nodded and rested with them. Applejack looked out the window and noticed it was really dark now. "I hope we can get out of here before this place vanishes"

Meanwhile Rarity was in a Ballroom looking at all the dusty lights. "Hmm, this place needs a good cleaning"

She saw a mannikin in the corner and ignored it as she used her magic to start cleaning the place. The mannikin however started to move and get closer to her. She looked back and noticed it had moved closer. "Huh? That's odd"

She turned away from it and then the mannikin grabbed her from behind. "Wha!?"

She looked back and the mannikin pinned her against the wall and kissed her with it's fake lips. "Mmm!?"

The mannikin took out a large dildo like cock and thrust into her pussy right there making her cry out as best she could. The doll thrust deep into her at a good pace making her feel it all. "Mmmm!"

The doll thrust at a faster pace keeping her pinned against the wall, she tried to push it off but it was stronger then her, it's cock hit her G spot over and over again making her body shiver and her pussy wet. "Mmmm!"

She couldn't think straight so she couldn't use her magic to pull it off, her pussy tightened around it's cock as it slammed into her womb. She let out a moan as the mannikin picked up the pace and bucked her deep. "Mmmmm!"

Rarity felt it's cock pulsing as it slammed into her hard. Her eyes rolling upwards as the doll's cock plowed her over and over again, she couldn't handle it any more and climaxed all over it's cock. "Mmmm!"

The doll let go of her lips and then got her on her knees before bucking her even more, Rarity cried out in pleasure as the dildo pumped her deep and fast right from the start again. Rarity was still in her blissful orgasm so the pleasure was overtaking her easily. "Ahhhhhh! Oh my!"

The doll slammed into her womb again making sure she was nice and wet. Rarity felt the mannikin thrust harder making her want to cum again already, she did her best to not cum so fast though.

The doll couldn't handle it anymore as it shot a ghostly goo from it's dildo like cock filling her with it's warm goo. Rarity moaned as the doll came inside her and collapsed on the floor. "Oooohhh~"

Rarity looked at the mannikin as it fell over as if something left it. Rarity wasn't feeling satisfied though, something was still making her horny.

"Rarity?" She heard Spike call out as he walked into the room. "There you are!"

Spike ran over to her. "Are you okay? And what's that smell?"

Rarity's eyes turned from blue to ruby as she licked her lips at him. "That my dear Spike is called sex~"

"Sex?" Spike looked at her confused for a second before seeing her juices on the floor. "Ohhhh"

Rarity then grabbed Spike in a kiss and laid him down on the ground before rubbing his crotch. "Mmmmmm!?"

Spike's cock came out and Rarity broke the kiss before going down and licking his cock to made him hard. "Ooooohhh~ Ra-Rarity?"

"Shhh~ this is what you have always wanted isn't it Spiky Wiky?" Rarity said before licking his cock more, he was hard from her tongue which made her take his cock into her mouth and suck on it.

"Ahhhh!" Spike moaned in bliss as she bobbed her head increasing her speed and sucking. "This is amazing!"

Her ruby eyes glowed as she sucked harder now. Spike felt his cock pulse having the love of his every waking moment pleasure him like this was more then a dream come true. "Ahhhhh!"

Rarity sucked more as Spike couldn't hold it back and climaxed in her throat, Rarity happily swallowed his burning dragon seed and pulled away. "Mmmmm! It's so hot it's burning my mouth~"

Spike was panting happily but then Rarity going on top of him and took his cock into her pussy. His cock was bigger then he was, then again a dragon's cock was always something to be impressed by. Rarity moved her hips up and down making him feel her insides completely.

"Ahhhh! So good!" Spike cried out as Rarity moaned loudly, each time she landed on his hips he was a step closer to cumming again.

Rarity licked her lips still tasting his semen as she rode him like a pro. Her pussy tightening around his cock wanting to cum on a real cock made her dizzy with lust. "Ahhh! Oh Spike!"

Rarity slapped her hips against his faster and harder as she moaned loudly. He wrapped his claws around her waist as his hips moved with hers. Rarity felt herself about to hit climax again as he did this.

Spike couldn't hold it back as his cock erupted with his burning load of semen into her womb, at the same time Rarity hit her climax and squirted her juicy cum all over his cock and crotch. Their orgasm's mixing together into her womb and all over each others privates.

Rarity panted in bliss feeling completely satisfied now as Spike was living the dream under her. "Oooohhh~"

Spike and Rarity noticed the room change and they were in the bedroom with the others, Rarity's eyes turned back to their blue color as soon as they got there. Rarity looked at Spike and cleared her throat before sitting on the bed with the others. Applejack looked at them and sighed. "So now we're down to one huh?"

"Rarity? Are you mad at me?" Spike asked feeling worried with her suddenly confused look.

"Nn-no Spike, I'm not mad" Rarity got him on the bed and rubbed his head. "With what just happened between us I'm still trying to...process it all"

"What did you two buck or something?" Rainbow Dash asked.

They blushed and Pinkie smiled at this. "They total did!"

The girls all giggled at this and Spike felt really embarrassed by this, Rarity rolled her eyes and grabbed Spike in a hug. "Well what does it matter? Spikey Wiky here was a prefect mate and I love him"

"You do?" Spike smiled at this.

"I always have" Rarity kissed his cheek. "You and Dashie can have me whenever you want"

"Nice going casanova" Rainbow Dash hoof bumped him. "Twilight's going to be so jealous"

"Awesome" Spike rested his head on Rarity's lap.

Meanwhile with Twilight, she was in a observatory, she saw it was just a normal room except it was old looking. She went up to the telescope and saw a corpse laying next to it with a gash in her chest, she was wearing a dress that she could swear was made by Rarity.

She took a closer look and realized she even saw Rarity make that dress. "This is...but how? The bones are almost a hundred years old but that dress was made only a couple years ago"

"Oh really~?" A figure asked behind her. Twilight turned around and saw a mare with rune like tattoos and bat wings she had two demon horns curved back and a tail that looked like a succubus tail.

"Who are you!?" Twilight glared at her. "Are you the reason for this?"

"No I'm not and who I am isn't important, what matters is your going to be my play thing!" She said before jumping her.

"No I'm not!" Twilight tried to use her magic against her but it flickered out. "Huh!?"

"Your kind of magic doesn't work here!" The demon grinned before taking her tail and thrusting it into her romp and her hoof clopping her pussy.

"Ahhhh!" Twilight moaned as the tail entered her rectum. The hoof on her pussy only made it feel better. "Noo!"

The demon mare noticed how wet she was and connected their pussies grinding them together at a fast pace. "You are such a naughty princess!"

"Ahhhhh!" Twilight cried out as her pussy was rubbed against the demon mare's pussy, her pussy felt amazing as her tail was thrusting deeper into her.

"That's it!" The demon mare rubbed her pussy with her own faster and harder already wet as well, her tail going as deep as it could making Twilight moan more.

She licked her lips loving each and every moment of this. Twilight tried to bare it but the pleasure was strangely better then anything she felt before. "I feel...ahhhhh!"

"You feel good!?" The demon mare laughed as she kept grinding her pussy with her own.

Twilight couldn't answer but her body answered for her as she came all over her pussy in a big climax. The demon mare was a little shocked at this. "You must have been on a dry spell for awhile if you came already!"

Twilight panted with a simple nod, it was true she hadn't had sex for at least three days. The demon mare increased her tail's speed and grinned again. "Then I'll make you cum again!"

She thrust hard and deep into her rectum, Twilight moaned as the tail went much further then anything she felt before. "It good!"

"That's it!" The demon mare moved her and lifted her butt in the air still thrusting her tail into her. She then started to hump her fast and hard as her tail kept up the pace.

Twilight was gushing wet as she was now being humped, the mare cried out as her tail's tip opened up and shot a load of semen into her butt hard.

The hot semen made Twilight cry out in bliss as she was still being humped, their juices mixing from the hot sex. "Ahhhhhh!"

Twilight moaned as she was humped fast and rough. Her body shivered unable to bare it anymore and hit her climax once again all over the demon's crotch. She fell on the ground completely exhausted from the humping.

The demon girl slapped her butt with a satisfied smack and stood up. "Now you and the others are all mine~"

She was then teleported into the bedroom with all the others and sighed. "Girls?...I'm sorry...I got us all taken by monsters..."

"It's not your fault sugarcube, we didn't know about any of this, who could have known these monsters were real?" Applejack said helping her up on the bed.

Twilight nodded and looked at a painting with the same mare she saw as corpse before. "Wait...I think I figured it out!"

"What do you mean?" Rarity asked as Twilight jumped off the bed again.

"I know it's you, I don't know your name, but I know everything that happened here is because of you! Come out!" Twilight called out.

Then the girl in the painting turned and smiled at her. "Oh your good!"

She slowly came out of the painting making all the girls panic and dash against a corner. She came out and brushed her slimy green mane back. "Hehe! Don't be scared, you girls will love it here as ghosts, just like me"

Twilight stood in front of her friends to protect them. "We are not your playthings!"

"Yeah!" Pinkie agreed. "Whoever you are!"

"My name is Eco" The ghost mare said. "And why not? You all enjoyed the sex with me, so why not stay?"

"I'm sorry Eco...but we can't stay with you, we're living and this place isn't for the living" Twilight explained. "If we stay..we'll die"

"Eco..." Rarity looked at her and she covered her mouth. "I know who you are!"

"You do?" Rainbow Dash asked.

"Three years ago I sold a dress, that dress she is wearing to a girl named Eco, she was kind and sweet. She was always caring and I heard she was good with magic, I made her a dress and she was so excited because she had a date later that week, then she vanished...what happened?" Rarity stepped in front of Twilight.

"That would explain the picture she has of us, she wanted to be our friend when she was alive" Pinkie said remembering the picture.

"I don't remember anything from my days of living, it's been so long" Eco pointed out. "This place...it moves faster then normal time, I've been here for over a hundred years...that's why when I saw you girls come in here I got so excited...I lost control of myself"

"I get it, that man you went out with was a killer, using your caring nature against you he lured you out into this field and killed you with a knife to your heart, then to cover his tracks he threw your body here on Nightmare Night thinking he could get away with it, your body has anchored you here since then, trapped in a world like this all alone...that's a true nightmare" Twilight explained to the others. "I saw her body before..."

"Please stay? I don't want to be alone again" Eco asked. "Please? I'll pleasure you all I promise!"

"We...we just can't do that" Rarity said shaking her head. "But we can save you from this place"

"You'd do that? For me?" Eco asked. "After what I did?"

"You were just lonely, heck after a hundred years of a dry spell who wouldn't be horny?" Rainbow Dash added. "But uh...what we had sex with...was all that real?"

"Well the sex was but the things that had sex with you all were just illusions I cast, well mostly" Eco winked at Rarity and Spike making them blush. Twilight looked at them confused but then back at Eco.

Rainbow Dash breathed a sigh of relief knowing that she didn't really have sex with a corpse. The others also felt better.

"Can you take me to your body? Once I free you from your body you should be able to go to heaven, or whatever the afterlife has to offer" Twilight said. "And please send my friends out of the mansion"

"Well I can send you to my body, but I can't just warp out of the mansion, so I'll open the ways out and then they can leave" Eco said with a nod.

"That's good enough" Applejack said looking outside and seeing the sky was lighter. "We only have a little time before we're all stuck here!"

"Then let's move!" Rainbow Dash said as they ran off, Twilight was then warped to the observatory where the body was and Eco watched her.

Twilight looked over the body and then used her magic to focus on the body, Eco felt a huge weight leave her as Twilight purified her corpse. Soon her body was just a shell and turned into dust in the wind. Eco was in tears as a light formed around her and she started to float up. "Thank you Twilight...I wish we could have been friends when I was alive...but I will never forget you"

"I'm sure we'll be friends in the next life Eco, we'll be best friends" Twilight smiled as she watched Eco leave forever.

Twilight then felt the whole building start to fall apart. She then quickly ran out of the building and saw the others waiting for her. "Hurry Twilight!"

Twilight jumped away from the building just as the sun came up and the mansion crumbled to dust before vanishing for the last time.

She took a deep breath and looked at her friends. "Are we all okay?"

"I'm fine" Rainbow Dash said with a nod.

"It's hard to imagine what we just went through, but I'm okay" Applejack said.

"I told you ghosts were real! I know it! But does anyone believe me? But yeah I'm great!" Pinkie said with a giggle.

"I'm a little sore, but I'll manage" Rarity said hugging Spike close to her.

"I've never been better" Spike said with hearts in his eyes.

"I'll be okay" Fluttershy admitted.

"Good...let's go home, I'm exhausted" Twilight said before yawning.

"I'm going to sleep for a week" Rainbow Dash said as they all walked towards Ponyville.

As they were walking Fluttershy's eyes turned from blue to ruby. "I just made friends, I'm not going to lose them now"

Twilight and the others stopped and looked at Fluttershy. "ECO!?"

"That's right!" Eco in Fluttershy's body said excitedly. "And I'm going to move in with Twilight!"

"What!? No! No! No! I like my castle ghost free!" Twilight said in a panic.

"You have a castle!? I've always wanted to haunt one of those!" Fluttershy skipped along to Twilight's.

"This is going to be...weird" Rainbow Dash said. "This is really bad!"

They ran after her. "Eco get out of Fluttershy's body!"

"I will! But only after I move in!" Eco said happily as they chased her.

"ECO!" They chased after her into Twilight's castle.

THE END.


End file.
